Delisting of shares in Nutreco on 17 April 2015
(Thomson Reuters ONE) -
JOINT PRESS RELEASE
This is a joint press release by Nutreco N.V. and SHV Investments Ltd. pursuant
to the provisions of section 5:25i paragraph 2 of the Dutch Financial
Supervision Act (Wet op het financieel toezicht) and section 17 paragraph 1 of
the Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in
connection with the recommended public offer by SHV Investments Ltd. for all the
issued and outstanding ordinary shares in the capital of Nutreco N.V. This
announcement does not constitute an offer, or any solicitation of any offer, to
buy or subscribe for any securities in Nutreco N.V. Any offer will be made only
by means of the Offer Memorandum. This announcement is not for release,
publication or distribution, in whole or in part, in or into, directly or
indirectly, Canada and Japan. Terms not defined in this press release will have
the meaning as set forth in the offer memorandum dated 5 December 2014.
Amersfoort/Utrecht, the Netherlands, 18 March 2015 - Nutreco N.V. ("Nutreco")
and SHV Investments Ltd. (the "Offeror"), an indirect wholly owned subsidiary of
SHV Holdings N.V. ("SHV"), jointly announce that, considering that the Offeror
has acquired more than 95% of the issued and outstanding share capital of
Nutreco, Nutreco and the Offeror have requested Euronext Amsterdam N.V.
("Euronext Amsterdam") to co-operate with the delisting of the Shares from
Euronext in Amsterdam ("Euronext") and that today Euronext Amsterdam has
confirmed to Nutreco and the Offeror that it will give its consent to such
request.
Delisting
Delisting will take place on 17 April 2015 and the last day that the Shares can
be traded on Euronext will therefore be 16 April 2015.
Post-Closing Acceptance Period
With reference to the joint press release dated 11 March 2015, Shareholders who
have not yet tendered their Shares under the Offer have the opportunity to
tender their Shares during the Post-Closing Acceptance Period (na-
aanmeldingstermijn) which commenced at 09.00 hours, CET, on 12 March 2015 and
which will expire at 17:40 hours, CET, on 25 March 2015. Shareholders can tender
their Shares during the Post-Closing Acceptance Period in the same manner and
subject to the same terms, conditions and restrictions as described in the Offer
Memorandum and the Offeror's press release dated 30 January 2015.
Shareholders who tender their Shares during the Post-Closing Acceptance Period
will not have the right to withdraw such tendered Shares.
The Offeror will publicly announce the results of the Post-Closing Acceptance
Period and the total amount and total percentage of Shares held by it in
accordance with section 17, paragraph 4 of the Decree ultimately on the third
(3(rd)) Business Day following the last day of the Post-Closing Acceptance
Period.
The Offeror shall continue to accept for payment all Shares validly tendered (or
defectively tendered, provided that such defect has been waived by the Offeror)
during such Post-Closing Acceptance Period and shall pay for such Shares as soon
as reasonably possible and in any case no later than on the fifth (5(th))
Business Day following the day on which such Shares were tendered.
Further consequences of the Offer
The Offeror intends to initiate a squeeze-out procedure in an expeditious
manner. Reference is made to paragraph 6.13(a) (Compulsory acquisition
procedure) of the Offer Memorandum.
The acquisition of Shares by the Offeror, including pursuant to the Offer,
amongst other things, will reduce the number of Shareholders and the number of
Shares that might otherwise trade publicly.
The remaining Shareholders who do not wish to tender their Shares in the Post-
Closing Acceptance Period should carefully review paragraph 6.12 (Consequences
of the Offer) and paragraph 6.13 (Post-Closing Restructuring) of the Offer
Memorandum, which describes certain implications to which they may become
subject with their continued shareholding in Nutreco.
Announcements
Any further announcements in relation to the Offer will be issued by press
release. Subject to any applicable requirements of the applicable rules and
without limiting the manner in which the Offeror may choose to make any public
announcement, the Offeror will have no obligation to communicate any public
announcement other than as described above.
Further information
This announcement contains selected, condensed information regarding the Offer
and does not replace the Offer Memorandum. The information in this announcement
is not complete and additional information is contained in the Offer Memorandum.
A digital copy of the Offer Memorandum is available on the websites of Nutreco
(www.nutreco.com) and SHV (www.shv.nl). Copies of the Offer Memorandum are also
available free of charge at the offices of Nutreco, SHV and the Paying and
Exchange Agent, who distributes the Offer Memorandum on behalf of the Offeror,
at the addresses mentioned below. The SHV and Nutreco websites do not constitute
a part of, and are not incorporated by reference into, the Offer Memorandum.
The Paying and Exchange Agent
ABN AMRO Bank N.V.
Corporate Broking Department HQ7050
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
Tel: +31 020 344 2000
Email: corporate.transactions(at)nl.abnamro.com
Nutreco
Nutreco N.V.
Prins Frederiklaan 4
3818 KC Amersfoort
The Netherlands
Restrictions
The Offer is being made in and from The Netherlands with due observance of the
statements, conditions and restrictions included in the Offer Memorandum. The
Offeror reserves the right to accept any tender under the Offer, which is made
by or on behalf of a Shareholder, even if it has not been made in the manner set
out in the Offer Memorandum.
The distribution of the Offer Memorandum and/or the making of the Offer in
jurisdictions other than The Netherlands may be restricted and/or prohibited by
law. The Offer is not being made, and the Shares will not be accepted for
purchase from or on behalf of any Shareholder, in any jurisdiction in which the
making of the Offer or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or would require
any registration, approval or filing with any regulatory authority not expressly
contemplated by the terms of the Offer Memorandum. Persons obtaining the Offer
Memorandum are required to take due note and observe all such restrictions and
obtain any necessary authorisations, approvals or consents (to the extent
applicable). Outside of The Netherlands, no actions have been taken (nor will
actions be taken) to make the Offer possible in any jurisdiction where such
actions would be required. In addition, the Offer Memorandum has not been filed
with or recognised by the authorities of any jurisdiction other than The
Netherlands. Neither the Offeror, nor Nutreco, nor any of their advisors, nor
the Paying and Exchange Agent accepts any liability for any violation by any
person of any such restriction. Any person (including, without limitation,
custodians, nominees and trustees) who forwards or intends to forward the Offer
Memorandum or any related document to any jurisdiction outside The Netherlands
should carefully read paragraph 2 (Restrictions) and paragraph 3 (Important
Information) of the Offer Memorandum before taking any action. The release,
publication or distribution of the Offer Memorandum and any documentation
regarding the Offer or the making of the Offer in jurisdictions other than The
Netherlands may be restricted by law and therefore persons into whose possession
the Offer Memorandum comes should inform themselves about and observe such
restrictions. Any failure to comply with any such restriction may constitute a
violation of the law of any such jurisdiction.
United States of America
The Offer is being made for the securities of a Dutch company and is subject to
Dutch disclosure requirements, which differ from those of the United States. The
financial information of Nutreco included or referred to herein has been
prepared in accordance with the International Financial Reporting Standards
issued by the International Accounting Standards Board, as adopted by the
European Commission and Part 9 of Book 2 of the Dutch Civil Code for use in the
European Union and, accordingly, may not be comparable to financial information
of U.S. companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the United States.
The Offer will be made in the United States pursuant an exemption from the U.S.
tender offer rules provided by Rule14d-1(c) under the U.S. Securities Exchange
Act of 1934, as amended (the "U.S. Exchange Act"), and otherwise in accordance
with the applicable regulatory requirements in The Netherlands. Accordingly, the
Offer will be subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement procedures and
timing of payments that are different from those applicable under U.S. domestic
tender offer procedures and law.
The receipt of cash pursuant to the Offer by a U.S. holder of Shares may be a
taxable transaction for U.S. federal income tax purposes and may be a taxable
transaction under applicable state and local laws, as well as foreign and other
tax laws. Each holder of Shares is urged to consult his or her independent
professional advisor immediately regarding the tax consequences of acceptance of
the Offer.
It may be difficult for U.S. holders of Shares to enforce their rights and any
claim arising out of the U.S. federal securities laws, since the Offeror and
Nutreco are located in a country other than the United States, and some or all
of their officers and directors may be residents of a country other than the
United States. U.S. holders of Shares may not be able to sue a non-U.S. company
or its officers or directors in a non-U.S. court for violations of the U.S.
securities laws. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's judgment.
In accordance with standard Dutch practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, the Offeror, its nominees, or its brokers (acting as agents),
or affiliates of the Offeror's financial advisors, may from time to time make
certain purchases of, or arrangements to purchase, Shares outside of the United
States, other than pursuant to the Offer, before or during the period in which
the Offer remains open for acceptance. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. To the extent required in The Netherlands, any information about such
purchases will be announced by press release in accordance with section 13 of
the Decree and posted on the website of SHV at www.shv.nl.
Canada and Japan
The Offer and any solicitation in respect thereof is not being made, directly or
indirectly, in or into Canada or Japan, or by use of the mail services, or by
any means or instrumentality of interstate or foreign commerce, or any
facilities of a national securities exchange, of Canada or Japan. This includes,
but is not limited to, post, facsimile transmission, telex or any other
electronic form of transmission and telephone. Accordingly, copies of the Offer
Memorandum and any related press announcements, acceptance forms and other
documents are not being sent and must not be mailed or otherwise distributed or
sent in, into or from Canada or Japan or, in their capacities as such, to
custodians, nominees or trustees holding Shares for persons residing in Canada
or Japan. Persons receiving the Offer Memorandum and/or such other documents
must not distribute or send them in, into or from Canada or Japan, or use such
mails or any such means, instrumentality or facilities for any purpose in
connection with the Offer; so doing will invalidate any purported acceptance of
the Offer. The Offeror will not accept any tender by any such use, means,
instrumentality or facility from within Canada or Japan.
Tender and transfer of Shares constitute a representation and warranty that the
person tendering the Shares (a) has not received or sent copies of the Offer
Memorandum or any related documents in, into or from Canada or Japan and (b) has
not otherwise utilised in connection with the Offer, directly or indirectly, the
mails or any means or instrumentality including, without limitation, facsimile
transmission, telex and telephone of interstate or foreign commerce, or any
facility of a national securities exchange of, Canada or Japan. The Offeror
reserves the right to refuse to accept any purported acceptance that does not
comply with the foregoing restrictions, and any such purported acceptance will
be null, void and without effect.
Other
To the extent permissible under applicable law or regulation and in addition to
the Shares already held by SHV's affiliates, SHV, the Offeror and its affiliates
or brokers (acting as agents for SHV, the Offeror or its affiliates, as
applicable) may from time to time after the date hereof, and other than pursuant
to the Offer, directly or indirectly purchase, or arrange to purchase, ordinary
shares in the capital of Nutreco, that are the subject of the Offer. To the
extent information about such purchases or arrangements to purchase is made
public in the Netherlands, such information will be disclosed by means of a
press release to inform shareholders of such information. In addition, financial
advisors to SHV may also engage in ordinary course trading activities in
securities of Nutreco, which may include purchases or arrangements to purchase
such securities.
Forward looking statements
This announcement and the Offer Memorandum include "forward-looking statements",
including statements about the expected timing and completion of the Offer.
Forward-looking statements involve known or unknown risks and uncertainties
because they relate to events and depend on circumstances that all occur in the
future. Generally, words such as may, should, aim, will, expect, intend,
estimate, anticipate, believe, plan, seek, continue or similar expressions
identify forward-looking statements. Although the Offeror, SHV and Nutreco, each
with respect to the statements it has provided, believe that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, no assurance can be given that such statements will be fulfilled or
prove to be correct, and no representations are made as to the future accuracy
and completeness of such statements. The forward-looking statements involve
unknown risks, uncertainties and other factors, many of which are outside the
control of the Offeror, SHV and Nutreco, and are difficult to predict. These
forward-looking statements are not guarantees of future performance. Any such
forward-looking statements must be considered together with the fact that actual
events or results may vary materially from such forward-looking statements due
to, among other things, political, economic or legal changes in the markets and
environments in which the Offeror, SHV and/or Nutreco does business, to
competitive developments or risks inherent to the business plans of the Offeror,
SHV or Nutreco, and to uncertainties, risk and volatility in financial markets
and other factors affecting the Offeror, SHV and/or Nutreco.
The Offeror and SHV undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable laws and regulations or by
any appropriate regulatory authority.
END OF PRESS RELEASE
Media contacts
Mark Woldberg Joost van Klink
Manager Media Relations Nutreco Company Secretary SHV
M +31 (0) 6 1503 3036 E jklink(at)shv.nl
E mark.woldberg(at)nutreco.com
Investor contacts
Jurgen Pullens
Director Investor Relations
M +31 (0) 6 5159 9483
E jurgen.pullens(at)nutreco.com
The full press releases in English is attached in the pdf below.
Delisting of shares in Nutreco on 17 April 2015:
http://hugin.info/133565/R/1904585/677558.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Nutreco via GlobeNewswire
[HUG#1904585]
Unternehmensinformation / Kurzprofil:
Datum: 18.03.2015 - 18:00 Uhr
Sprache: Deutsch
News-ID 379538
Anzahl Zeichen: 19214
contact information:
Town:
Amersfoort
Kategorie:
Business News
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